PANTAGES CAPITAL ACQUISITION Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based on the foregoing as well as the material weakness identified below regarding our internal controls over financial reporting, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act of 2002, as amended, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 18 Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting on December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025 due to a material weakness in our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management intends to implement remediation steps to improve our internal controls due to inadequate segregation of duties within account processes due to limited personnel and insufficient written policies and procedures for accounting, IT, and financial reporting and record keeping. We plan to further improve this process by enhancing the size and composition of our board upon the closing of the business combination and to identify third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals and implement additional layers of reviews in the financial close process. This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting During the period covered by this Annual Report on Form 10-K, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. Not applicable . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 19 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Our current directors and executive officers, their ages and positions are as follows: Name Age Position William W. Snyder 57 Chief Executive Officer, Director, and Chairman Jia Peng 48 Chief Financial Officer, and Director Evan M. Graj 49 Independent Director Stephen Markscheid 71 Independent Director Wee Peng Siong 57 Independent Director Below is a summary of the business experience of each our executive officers and directors: William W. Snyder , Chief Executive Officer, Chairman and Director, has served in his current roles since June 2024. He has extensive experience in corporate finance, financial advisory and business consulting. Since February 2020, Mr. Snyder has served as Managing Partner of Daedalus Analytics International, a provider of business intelligence and strategy advisory services. Before that, between February 2015 and February 2020, Mr. Snyder served as Managing Director, Transaction Advisory Services (TAS), at Ernst & Young (EY). As a senior leader of EY’s TAS practices, Mr. Snyder led diverse, cross-functional teams on a variety of complex financial advisory engagements and served as relationship leader for major defense, technology, and government clients in the U.S. East Coast. Prior to joining EY, Mr. Snyder served as Managing Director, Valuation Advisory Services, at Alvarez & Marshall, from August 2013 to October 2014, where he was responsible for setting up and growing the Washington, D.C. based financial valuation practice for the management consulting firm. Earlier in his career, Mr. Snyder served as a Managing Director at Duff & Phelps’ Shanghai office, serving as the country leader for the global investment management and advisory firm’s China practice for five years between 2008 to 2013. In this role, Mr. Snyder oversaw the firm’s China practices from Beijing, Shanghai and Hong Kong, and led a variety of advisory engagements for China-related cross-border M&A, joint venture, and cross-border technology acquisition & licensing matters. Mr. Snyder holds a Bachelor’s Degree in Electrical Engineering and Biomedical Engineering from the University of Southern California, a Master’s Degree in Science, Technology & International Affairs from George Washington University, and a Master’s Degree in Economics from Georgetown University. Mr. Snyder is a member of the National Association of Corporate Directors (NACD). Mr. Snyder is a director nominee of ChampionsGate Acquisition Corporation (Nasdaq: CHPG), a SPAC in search of a target for business combination. Jia Peng, Chief Financial Officer and Director, has served as the Chief Financial Officer of the Company since June 2024, and as its director since May 2024. She has more than a decade of experience in investment banking and wealth management. Currently, Ms. Peng has served as the principal of Stratosphere Capital, a securities broker, since October 2024, and as the Managing Partner of Flying Tiger Capital Management LLC, the investing arm of a private family office since 2021. From December 2013 to December 2020, Ms. Peng was a senior banker in the Corporate and Investment Banking Group of Mizuho Securities USA. During her tenure at Mizuho, Ms. Peng led numerous capital structure and M&A financing advisory assignments with investment-grade clients in the Power and Utility sector. She was part of the team that structured and executed debt and equity issuances for the clients. From April 2004 to September 2011, Ms. Peng was a Director in the Investment Banking Division at the UBS Investment Bank in New York. In that role, she provided capital structure, M&A, debt, and equity markets advisory services to Fortune 100 companies across energy, power, capital goods and consumer & retail sectors. Ms. Peng also structured, marketed, and executed leveraged financing transactions while working in the Leveraged Finance and Financial Sponsors Group at UBS. Ms. Peng holds a bachelor’s degree in international economics from Nankai University, Tianjin, China and a MBA in finance from the University of Connecticut School of Business. 20 Evan M. Graj , Director , has served in his current role since December 2024. He is an experienced entrepreneur, investor and operator in the technology and digital retail spaces. Currently, Mr. Graj serves as CEO of Fusion AI Inc., a U.S. startup company he founded in September 2023 to deliver AI-powered marketing solutions. He has also served as the CFO and director of ChampionsGate Acquisition Corporation (Nasdaq: CHPG), a SPAC in search of of a target for business combination, since May 2024. Before founding Fusion AI, Mr. Graj has accumulated for more than a decade of experience in the e-commerce space. From July 2022 to August 2023, he served as Chief Strategy Officer of DFI Retail Group (LSE: DFIB), a major Southeast and East Asia retailer; from January 2020 to April 2022, he served as Executive Vice President of NTUC Enterprise Co-operative Limited, the holding company for a group of social enterprises supported by the National Trade Union Congress (NTUC), one of Singapore’s largest trade unions; from September 2018 to November 2019, he served as Australia country manager for Amazon Prime, the paid membership program for the global e-commerce giant, Amazon (Nasdaq: AMZN); from February 2017 to May 2018, he served as Executive Vice President and Regional Head of Express, Lazada Group, one of Southeast Asia’s largest e-commerce websites; from July 2016 to February 2017, Mr. Graj served as General Manager, UberEATs Singapore, the food delivery service arm of Uber (NYSE: UBER). In addition to his extensive experience in retail and e-commerce, Mr. Graj has extensive experience as an entrepreneur, investor and startup founder. Before founding Fusion AI, he founded and served as the CEO of Apricot Delivery, a Thailand e-commerce delivery service, in 2021 to 2022, and founded and served as the CEO of Dine In, a London-based restaurant delivery start-up, between 2010 and 2015. Earlier in his career, after founding and managing several internet businesses in the late 1990s, Mr. Graj spent for almost a decade in the financial industry, leading several algorithm trading practices at several London-based investment banks and asset managers, including Bear Stearns, Newedge Group and Knight Capital. Mr. Graj holds a Bachelor’s Degree in Chemistry from the Massachusetts Institute of Technology and a Master’s Degree in chemical Physics from Columbia University. We believe that Mr. Graj’s experience as an experienced entrepreneur, investor and operator in technology companies makes him well suited to serve as a member of our board of directors. Stephen Markscheid , Director, has served in his current role since December 2024. He is an experienced public company director and advisor. Since 2019, he has served as the Managing Partner of Aerion Capital, a boutique investment firm. Mr. Markscheid has also served as an independent director of Four Leaf Acquisition Corp. (Nasdaq: FORL) since July 2022, as an independent director of Charlton Aria Acquisition Corp. (Nasdaq: CHAR) since October 2024, as independent director of Four Leaf Acquisition Corp. since March 2023, and as independent director of Starry Sea Acquisition Corporation (Nasdaq: SSEA) since August 2025, four SPACs currently in search of a target for business combination. Mr. Markscheid has also served as Chief Financial Officer of Future Money Acquisition Corporation, a SPAC seeking Nasdaq listing, since December 2025.In addition, most recently, he has served as a director for Monterey Capital Acquisition Corp. from December 2021 until its business combination with ConnectM Technology Solutions, Inc. in July 2024. Mr. Markscheid has continued to serve as the director of the post-combination entity, ConnectM Technology Solutions, Inc., a clean energy solutions provider, since July 2024. He has also served as a director of Tristar Acquisition I Corp. from August 2023 until its business combination with Helport Limited in August 2024, at which point he resigned as director of the company. In addition, he also has extensive experience as a board member for several operating companies, including as a director for JinkoSolar Holding Co., Ltd. (NYSE: JKS), an international solar module manufacturer, since 2009; Kingwisoft Technology Group Co. Ltd. (HKX: 8295), a Hong Kong investment holding company, from 2016 to August 2014; Richtech Robotics Inc. (Nasdaq: RR), a Nevada based robotics solutions company, since November 2023; QMIS TBS Capital Group Corp., a Malaysian financial advisory firm, from February to April 2024; Cenntro Inc. (Nasdaq: CENN), a New Jersey based electronic commercial vehicle developer, from November 2023 to April 2024; Fanhua, Inc. (Nasdaq: FANH), a China based financial service firm, from 2007 to 2024; Akso Health Group (Nasdaq: AHG), a Chinese e-commerce platform, from 2017 to 2022; UGE International (XTSX:UGE), a solar installation company, from August 2021 to July 2023. In addition, Mr. Markscheid serves as a Board Advisor to several companies, including NanoGraf Corporation, Intelligent Generation LLC, Beijing HyperStrong Technology Co. Ltd., Nulyzer Inc. and Hago Energetics, Inc., Mr. Markscheid also serves as a trustee emeritus of Princeton-in-Asia and Chairman Emeritus of KX Power, a UK based energy storage project developer. From 1998 to 2006, he worked for GE Capital. During his time with GE Capital, Mr. Markscheid led GE Capital’s business development activities in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE Capital, Mr. Markscheid worked with the Boston Consulting Group throughout Asia. He was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing. He earned a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. Wee Peng Siong , Director, has served in his current role since December 2024. He is an experienced real estate and golf course manager and operator with more than 20 years of experience. Since 2013, he has served as the general manager of Riverside Golf Club, an award-winning golf course based in Bogor, Indonesia. Before that, between 2010 to 2013, he served as general manager of Keppel Land China, the Chinese real estate division of the Singapore-based global asset manager, Keppel (SGX: BN4). Previously, Mr. Wee has worked for a variety of real estate, golf, and resort operators, including Caesars Golf Macau, Westin Gold Resort Macau, and Keppel Land. Mr. Wee has a business degree in golf complex and resort management from the San Diego Golf Academy. He received a Certified Club Manager certificate from the Club Manager’s Association of America in 2010. 21 Management’s Prior Experience in SPACs Our Chairman, CEO and director, Mr. Snyder, is the director nominee of ChampionsGate Acquisition Corporation ( “CHPG”), a Cayman Islands SPAC listed on the Nasdaq Global Market currently in search of a target for business combination. In addition, one of our directors, Mr. Graj, is the CFO and director of CHPG. Another one of our directors, Mr. Markscheid, served as a director for Monterey Capital Acquisition Corp. from December 2021 until its business combination with ConnectM Technology Solutions, Inc. in July 2024. Mr. Markscheid has continued to serve as the director of the post-combination entity, ConnectM Technology Solutions, Inc., a clean energy solutions provider, since July 2024. He also served as a director of Tristar Acquisition I Corp. from August 2023 until its business combination with Helport Limited in August 2024, at which point he resigned as a director of the company. Mr. Markscheid has also served as an independent director of Four Leaf Acquisition Corp. (Nasdaq: FORL) since July 2022, as an independent director of Charlton Aria Acquisition Corp. (Nasdaq: CHAR) since October 2024, as independent director of Four Leaf Acquisition Corp. since March 2023, and as independent director of Starry Sea Acquisition Corporation (Nasdaq: SSEA) since August 2025, four SPACs currently in search of a target for business combination. Mr. Markscheid has also served as Chief Financial Officer of Future Money Acquisition Corporation, a SPAC seeking Nasdaq listing, since December 2025. Notwithstanding the foregoing, our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses, and the collective experience of our officers and with blank check companies like ours is not significant. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). The past successes of our executive officers and directors do not guarantee that we will successfully consummate an initial business combination. In addition, the members of the management team may not remain with us subsequent to the consummation of a business combination. Number and Terms of Office of Officers and Directors Our board of directors consists of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term: Class I, with a term expiring at the first annual general meeting — Evan M. Graj; Class II, with a term expiring at the second annual general meeting — Stephen Markscheid and Wee Peng Siong; and Class III, with a term expiring at the third annual general meeting — William W. Snyder and Jia Peng. Prior to the completion of an initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our founder shares. After completion of an initial business combination, subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our Current Charter as it deems appropriate. Our Current Charter provides that the board of directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the board of directors may think fit. 22 Committees of the Board of Directors Our board of directors has two standing committees: an audit committee and a compensation committee. Audit Committee We have established an audit committee of the board of directors, which consists of Mr. Graj, Mr. Markscheid, and Mr. Wee, each of whom is an independent director under NASDAQ’s listing standards. Mr. Graj is the Chairperson of the audit committee. Our board of directors has determined that each member of our audit committee is independent under the Nasdaq listing standards and applicable SEC rules. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent within one year of the listing of our Class A ordinary shares. Each member of the audit committee is financially literate and our board of directors has determined that both Mr. Graj and Mr. Markscheid qualify as “audit committee financial expert” as defined in applicable SEC rules. The audit committee is responsible for: ● meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; ● monitoring the independence of the independent registered public accounting firm; ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; ● appointing or replacing the independent registered public accounting firm; ● determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; ● monitoring compliance on a quarterly basis and, if any non-compliance is identified, immediately taking all action necessary to rectify such non-compliance or otherwise causing compliance; and ● reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval. Compensation Committee We have established a compensation committee of the board of directors, which consists of Mr. Graj, Mr. Markscheid, and Mr. Wee, each of whom is an independent director under NASDAQ’s listing standards. Mr. Markscheid is the Chairperson of the compensation committee. Our board of directors has determined that each member of our compensation committee is independent under the Nasdaq listing standards and applicable SEC rules. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the compensation committee, all of whom must be independent within one year of the listing of our Class A ordinary shares. 23 The compensation committee is responsible for: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● if required, producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Clawback Policy We have adopted a clawback policy that applies to our executive officers (the “Clawback Policy”), which is filed herewith as Exhibit 97.1. The Clawback Policy gives the Compensation Committee the discretion, in connection with an accounting restatement of our previously issued financial statements, to require executive officers to reimburse us for any erroneously awarded compensation paid to such executive officers that otherwise would not have been paid had it been determined based on the financial statements. Insider Trading Policy We have adopted an insider trading policy that applies to our executive officers (the “Insider Trading Policy”), which is filed herewith as Exhibit 19.1. Availability of Documents We have filed a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement relating to our IPO. You will be able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. 24 Item 11. Executive Compensation. Executive Officer and Director Compensation We entered into an offer letter dated June 14, 2024, with our Chairman, CEO, and Director, Mr. Snyder, pursuant to which, that Mr. Snyder shall receive a monthly cash compensation of $7,500 among from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s Current Charter. We have also offered to and our CFO and Director, Ms. Peng, has accepted an offer letter, dated June 6, 2024, which provides that Ms. Peng shall receive a monthly cash compensation of $5,000 among from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that she vacates his positions or she is removed or disqualified from her positions pursuant to the Company’s Current Charter. As of December 31, 2025 and December 31, 2024, Mr. Snyder has received $138,750 and $30,000 in compensation, respectively, and Ms. Peng has received $94,000 and $20,000 in compensation, respectively. Other than as set forth elsewhere in this report, none of our executive officers or directors have received any cash compensation for services rendered to us. Our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. 25 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date hereof, based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all of our executive officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. Ordinary Shares (Class A and Class B combined) Name of Beneficial Owners(1) Number of Shares Beneficially Owned Approximate Percentage Directors and Officers William W. Snyder 100,000 (2) * Jia Peng 60,000 (2) * Stephen Markscheid 20,000 (3) * Evan M. Graj 20,000 (3) * Wee Peng Siong 20,000 (3) * All officers and directors as a group (5 individuals) 220,000 2.0 % Principal shareholders (5%+) Aitefund Sponsor LLC (our Sponsor) 2,180,500 (4) 19.8 % Carmelo Caschetto 2,180,500 (4) 19.8 % * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is c/o Pantages Capital Acquisition Corporation, at 221 W 9th St #859, Wilmington, DE 19801. (2) On June 14, 2024, our CEO, Mr. William W. Snyder, acquired 100,000 founder shares for a purchase price of $1,449 or approximately $0.014 per share, and our CFO, Ms. Jia Peng, acquired 60,000 founder shares for a purchase price of $870, or approximately $0.014 per share. (3) On December 4, 2024, our Sponsor entered into a securities transfer agreement pursuant to which the Sponsor agrees to transfer 20,000 founder shares to each of our independent directors. (4) Mr. Carmelo Caschetto is the sole member and sole manager of Aitefund Sponsor LLC, our Sponsor, which entitles him to have voting, dispositive or investment powers over the Sponsor. Thus, he is deemed to have beneficial ownership of the shares held by the Sponsor. 26 As of the date hereof, our Insiders beneficially owned approximately 20% of issued and outstanding ordinary shares and have the right to appoint all of our directors prior to our initial business combination. Holders of our Public Shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our memorandum and articles of association effective at the time and approval of significant corporate transactions including our initial business combination. Our Sponsor has agreed (a) to vote any founder shares and Public Shares held by it in favor of any proposed initial business combination and (b) not to redeem any founder shares or Public Shares held by it in connection with a shareholder vote to approve a proposed initial business combination. Our Sponsor, our officers, and our directors are deemed to be our “promoters” as such term is defined under the federal securities laws. Transfers of Founder Shares The founder shares, Private Placement Units, Private Placement Shares, and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our Insiders. Our Insiders have agreed not to transfer, assign or sell any of their founder shares until (1) with respect to 50% of the founder shares, the earlier of six months after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the founder shares, six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property. The Private Placement Units and the securities within the Units are not transferable, assignable or salable until after the completion of our initial business combination. The foregoing restrictions are not applicable for transfers (i) among the Insiders or to the Company’s Insiders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s shareholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a business combination, (vii) in connection with the consummation of a business combination, (viii) in the event of the Company’s liquidation prior to its consummation of an initial business combination or (ix) in the event that, subsequent to the consummation of an initial business combination, the Company completes a liquidation, merger, capital share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent). If dividends are declared and payable in ordinary shares, such dividends will also be placed in lock-up. If we are unable to effect an initial business combination and liquidate the Trust Account, none of our Insiders will receive any portion of the liquidation proceeds with respect to their founder shares. 27 Item 13. Certain Relationships and Related Transactions, and Director Independence. Founder Share Issuance On June 14, 2024, our CEO, Mr. William W. Snyder, our CFO, Ms. Jia Peng, and our Sponsor, Aitefund Sponsor LLC, acquired an aggregate of 1,725,000 founder shares, for an aggregate purchase price of $25,000. On July 9, 2024, an additional 431,250 founder shares were issued, at par value, to the Sponsor, for the purchase price of $43, resulting that the Sponsor to hold 1,996,250 founder shares. On December 4, 2024, the effective date of the registration statement of the IPO, the Sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $696. Sale of Private Placement Units On December 6, 2024, simultaneously with the closing of the IPO, the Company completed the Private Placement of 244,250 Private Placement Units to the Company’s Sponsor, at a purchase price of $10.00 per Private Placement Units, generating gross proceeds to the Company of $2,442,500. Working Capital Note In order to meet our working capital needs following the consummation of the IPO or to extend our life, our Insiders and their respective affiliates/designees may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $3,000,000 of the notes, or the “working capital notes,” may be converted upon consummation of our initial business combination into working capital units at a price of $10.00 per unit, or the “Working Capital Units.” In addition, our Insiders or their affiliates or designees may loan us funds in support of our potential extension to allow additional time for us to complete an initial business combination which will be evidenced in extension convertible notes, or the “extension notes,” to be repaid in cash or $10.00 per unit, or the “Extension Units,” at the closing of our initial business combination. If we do not complete our initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The Working Capital Units would be identical to the Private Placement Units sold in the Private Placement. The terms of such loans by our Sponsor or its affiliates, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Insiders or an affiliate of our Insiders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account, but if we do, we will request such lender to provide a waiver against any and all rights to seek access to funds in our Trust Account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. On June 14, 2024, our Sponsor had agreed to loan us an aggregate of up to $500,000 to be used to pay formation expenses and a portion of the expenses of the IPO. Immediately before the IPO, we had borrowed $295,019 under the loan. The loan was payable without interest on the earlier of (i) December 31, 2024 and (ii) date on which we consummate our initial public offering. We intended to repay this loan from the proceeds of the IPO not being placed in the Trust Account. If we determined not to proceed with the IPO, such amounts would not be repaid. The loan was repaid in full on December 6, 2024, from the proceeds of the IPO not being placed in the Trust Account. On July 18, 2025, the Company has issued a promissory note (the “Working Capital Note”) to the Sponsor for up to $500,000, to be used for a portion of the Company’s working capital. As of December 31, 2025, an aggregate of $713,500 of working capital loans have been provided by the Sponsor under the Working Capital Note, and it is expected that further working capital loans may be provided by the Sponsor under the Working Capital Note before the closing of the Business Combination. 28 Offer Letters With Management We have offered to and our Chairman and CEO has accepted an offer letter, dated June 14, 2024, which provides that Mr. Snyder shall receive a monthly cash compensation of $7,500 among from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s memorandum and articles of association. We have also offered to and our CFO has accepted an offer letter, dated May 25, 2024, which provides that Ms. Jia shall receive a monthly cash compensation of $5,000 among from the date of the offer letter until the earlier of (i) the termination of the offer letter; (ii) the date that the Company consummates an initial business combination; (iii) the date the Company is wound up; or (iv) the date that he vacates his positions or he is removed or disqualified from his positions pursuant to the Company’s memorandum and articles of association. Other than as set forth elsewhere in this report, none of our executive officers or directors have received any cash compensation for services rendered to us. Our Insiders, or their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable initial business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or their respective affiliates, prior to completion of our initial business combination. Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the Company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Director Independence Nasdaq requires that a majority of our board must be composed of “independent directors.” Currently, Mr. Graj, Mr. Markscheid, and Mr. Wee would each be considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present. We will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority of disinterested independent directors. 29 Item 14. Principal Accountant Fees and Services. Public Accounting Fees The following chart sets forth public accounting fees in connection with services rendered by MaloneBailey, LLP for the period from inception to December 31, 2024 and for the year ended December 31, 2025. MaloneBailey, LLP 2025 2024 Audit and Audit-Related Fees 103,000 $ 145,000 Tax Fees - - All Other Fees - - Audit fees were for professional services rendered by MaloneBailey, LLP for the audit of our annual financial statements, and services that are normally provided by MaloneBailey, LLP in connection with statutory and regulatory filings or engagements for that fiscal year, including professional services in connection with our IPO. “Audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.” Pre-Approval Policy Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 30 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this report: (1) Financial Statements (2) Financial Statements Schedules All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes herein. (3) Exhibits We hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov. Item 16. Form 10-K Summary. Not applicable. 31 PANTAGES CAPITAL ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID # 206 ) F-2 Balance Sheets F-3 Statements of Operations F-4 Statements of Changes In Shareholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Pantages Capital Acquisition Corporation Opinion on the Financial Statements We have audited the accompanying balance sheets of Pantages Capital Acquisition Corporation (the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit, and cash flows for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company expects to incur significant cost in pursuit to consummate a business combination and the Company’s business plan is dependent on the completion of a business combination within a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ MaloneBailey, LLP www.malonebailey.com We have served as the Company's auditor since 2024. Houston, Texas March 5, 2026 F- 2 PANTAGES CAPITAL ACQUISITION CORPORATION BALANCE SHEETS December 31, December 31, 2025 2024 Assets Current Assets Cash $ 187,778 $ 533,006 Prepaid expenses 87,377 122,434 Total Current Assets 275,155 655,440 Cash and Investments held in Trust Account 90,084,477 86,518,878 Total Assets $ 90,359,632 $ 87,174,318 Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 78,128 $ 121,039 Due to related parties 294 33,521 Working capital loan - related party 713,500 - Total Current Liabilities 791,922 154,560 Deferred underwriting commission payable 862,500 862,500 Total Liabilities 1,654,422 1,017,060 Commitments and Contingencies Class A ordinary shares subject to possible redemption, 8,625,000 shares at conversion value of $ 10.44 and $ 10.03 per share as of December 31, 2025 and 2024, respectively 90,084,477 86,518,878 Shareholders’ Deficit: Preference shares, $ 0.0001 par value, 5,000,000 shares authorized, none issued and outstanding - - Class A ordinary shares, $ 0.0001 par value, 445,000,000 shares authorized, 244,250 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) 24 24 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 2,156,250 shares issued and outstanding 216 216 Additional paid-in capital - - Accumulated deficit ( 1,379,507 ) ( 361,860 ) Total Shareholders’ Deficit ( 1,379,267 ) ( 361,620 ) Total Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholders’ Deficit $ 90,359,632 $ 87,174,318 The accompanying notes are an integral part of these financial statements. F- 3 PANTAGES CAPITAL ACQUISITION CORPORATION STATEMENTS OF OPERATIONS For The Period From May 31, 2024 For The Year Ended (Inception) Through December 31, 2025 December 31, 2024 Formation and operating costs $ 1,017,647 $ 300,435 Stock-based compensation expense - 53,754 Loss from operations ( 1,017,647 ) ( 354,189 ) Other income Interest and dividend income on cash and investments held in Trust Account 3,565,599 268,878 Net income (loss) $ 2,547,952 $ ( 85,311 ) Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption 8,625,000 1,007,593 Basic and diluted income (loss) per share, Class A ordinary shares subject to possible redemption $ 0.23 $ ( 0.03 ) Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares 2,400,500 1,936,390 Basic and diluted net income (loss) per share, non-redeemable Class A and Class B ordinary shares $ 0.23 $ ( 0.03 ) The accompanying notes are an integral part of these financial statements. F- 4 PANTAGES CAPITAL ACQUISITION CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance as of May 31, 2024 (Inception) - $ - - $ - $ - $ - $ - Founder shares issued to initial shareholders - - 1,725,000 173 24,827 - 25,000 Additional shares issued to Founder - - 431,250 43 - - 43 Sale of private placement units 244,250 24 - - 2,442,476 - 2,442,500 Fair value of rights included in public units - - - - 1,565,438 - 1,565,438 Stock-based compensation expense - - - - 53,754 - 53,754 Allocated value of transaction costs to rights included in public units - - - - ( 57,742 ) - ( 57,742 ) Initial measurement of carrying value to redemption value - - - - ( 4,028,753 ) ( 7,671 ) ( 4,036,424 ) Remeasurement of carrying value to redemption value - - - - - ( 268,878 ) ( 268,878 ) Net loss - - - - - ( 85,311 ) ( 85,311 ) Balance as of December 31, 2024 244,250 24 2,156,250 216 - ( 361,860 ) ( 361,620 ) Remeasurement of carrying value to redemption value - - - - - ( 3,565,599 ) ( 3,565,599 ) Net income - - - - - 2,547,952 2,547,952 Balance as of December 31, 2025 244,250 $ 24 2,156,250 $ 216 $ - $ ( 1,379,507 ) $ ( 1,379,267 ) The accompanying notes are an integral part of these financial statements. F- 5 PANTAGES CAPITAL ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS For The Period From May 31, 2024 For The Year Ended (Inception) Through December 31, 2025 December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 2,547,952 $ ( 85,311 ) Adjustments to reconcile net income (loss) to net cash used in operating activities: Interest and dividend earned on cash and investments held in Trust Account ( 3,565,599 ) ( 268,878 ) Stock-based compensation expense - 53,754 Formation and operating cost paid by the Sponsor - 118,165 Changes in operating assets and liabilities: Prepaid expenses 35,057 ( 112,434 ) Accounts payable and accrued expenses ( 42,911 ) 121,039 Due to related parties ( 33,227 ) 33,521 Net Cash Used in Operating Activities ( 1,058,728 ) ( 140,144 ) Cash Flows from Investing Activities: Purchase of investment held in Trust Account - ( 86,250,000 ) Net Cash Used in investing Activities - ( 86,250,000 ) Cash Flows from Financing Activity: Proceeds from public offering - 86,250,000 Proceeds from private placement - 2,442,500 Proceeds from promissory note – related party - 12,000 Repayment of promissory note to related party - ( 294,976 ) Payment of underwriter discount - ( 1,078,125 ) Payment of deferred offering costs - ( 408,249 ) Proceeds from working capital loan - related party 713,500 - Net Cash Provided by Financing Activity 713,500 86,923,150 Net Change in Cash ( 345,228 ) 533,006 Cash, beginning of the year 533,006 - Cash, end of the year $ 187,778 $ 533,006 Supplemental Disclosure of Non Cash Financing Activities: Prepaid expenses paid via promissory note - related party $ - $ 10,000 Deferred offering costs paid by shareholders in exchange for issuance of Class B ordinary shares $ - $ 25,000 Capital contribution through issuance of promissory notes $ - $ 43 Deferred offering costs paid via promissory note - related party $ - $ 154,855 Deferred underwriting commission payable $ - $ 862,500 Initial measurement of carrying value to redemption value $ - $ 4,036,424 Remeasurement of carrying value to redemption value $ 3,565,599 $ 268,878 The accompanying notes are an integral part of these financial statements. F- 6 PANTAGES CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS Note 1 — Organization, Business Operation and Going Concern Consideration Pantages Capital Acquisition Corporation (the “Company”, formerly known as “Aifeex Nexus Acquisition Corporation” and “Shepherd Ave Capital Acquisition Corporation”) is a blank check company incorporated in the Cayman Islands on May 31, 2024 as an exempted company with limited liability. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination involving the Company, with one or more businesses or entities (the “initial business combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location. The Company has elected December 31 as its fiscal year end. As of December 31, 2025, the Company had not commenced any operations. For the period from May 31, 2024 (inception) through December 31, 2025, the Company’s efforts have been limited to organizational activities, activities related to the initial public offering (“IPO”, see Note 3) and business combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company generates non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and Private Placement (“Private Placement”, see Note 4). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placements Units (as defined below), although substantially all of the net proceeds are intended to be applied generally toward consummating an initial business combination. There is no assurance that the Company will be able to complete an initial business combination successfully. The Company’s founder and Sponsor is Aitefund Sponsor LLC, a Delaware limited liability company formerly known as “Shepherd Ave Capital Sponsor LLC” (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO and the Private Placement. On December 6, 2024, the Company consummated IPO of 8,625,000 units (including 1,125,000 units issued upon the full exercise of the over-allotment option (the “over-allotment option”), the “Units”). Each Unit consists of one Class A ordinary share (the “Class A ordinary share”), $ 0.0001 par value per share (collectively, the “Public Shares”), and one right to receive of one-fifth of one Class A ordinary share upon the completion of the initial business combination of the Company. The Units were sold at an offering price of $ 10.00 per Unit, generating total gross proceeds of $ 86,250,000 . Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the Private Placement of 244,250 units (the “Private Placement Units”) to the Sponsor, at a price of $ 10.00 per Private Placement Unit, generating total proceeds of $ 2,442,500 , which is described in Note 4. Each Private Placement Unit consists of one Class A ordinary share, and one right to receive of one-fifth of one Class A ordinary share upon the completion of the initial business combination. Transaction costs amounted to $ 2,528,729 , consisting of $ 1,078,125 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 862,500 of deferred underwriting commissions, and $ 588,104 of other offering costs. At the IPO date, cash of $ 941,835 was held outside of the Trust Account (as defined below) and was available for the payment of accrued offering costs and for working capital purposes. The Company’s initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The Company will complete its initial business combination only if the post-transaction company in which its Public Shareholders own shares will own or acquire 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to complete an initial business combination successfully. F- 7 Upon the closing of the IPO, management has agreed that at least $ 10.00 per Unit sold in the IPO will be held into a U.S.-based trust account (“Trust Account”). The funds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of 185 days or less, or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act that invest solely in direct U.S. government treasury. Except with respect to dividend and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation, if any, the proceeds from the IPO and the sale of the Private Placement Units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial business combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s memorandum and articles of association effective at the time to (A) modify the substance or timing of obligation to redeem 100 % of the Company’s Public Shares if the Company does not complete the Company’s initial business by the Combination Deadline (as defined below) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of all of Public Shares if the Company are unable to complete their initial business combination by the Combination Deadline, subject to applicable law. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders. The Company will have until March 6, 2026 (or 15 months from the consummation of the IPO) to consummate the initial business combination, or up to June 6, 2026 (or 18 months from the consummation of the IPO) if it has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination before March 6, 2026. Since the Merger Agreement (as defined below) was executed before March 6, 2026, the 15-month anniversary of the closing of the IPO, the Company’s deadline to complete its initial business combination is extended to June 6, 2026. The applicable deadline to consummate the initial business combination of June 6, 2026, is referred as the “Combination Deadline”. The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial business combination either (i) in connection with a shareholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The ordinary shares subject to redemption will be accredited to the redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company has determined not to consummate any initial business combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act. If the Company does not complete its initial business combination by the Combination Deadline, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes that were paid by the Company or are payable by the Company, if any (less up to $ 100,000 of interest generated from the funds held in the Trust Account to pay dissolution expenses) divided by the number of the then-issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its board of directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. time). The Sponsor and each member of management team have entered into an agreement with the Company, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, Class A ordinary shares underlying the Private Placement Units (the “Private Placement Shares”), and any Public Shares held by them in connection with the completion of the initial business combination and to waive their redemption rights with respect to their founder shares, Private Placement Shares, and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with the initial business combination or to redeem 100 % of the Public Shares if the Company does not complete its initial business combination within 15 months from the closing of the IPO (or up to 18 months, if extended) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity. F- 8 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor have the Company independently verified whether the Company’s Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company. Therefore, it cannot be assured that the Sponsor would be able to satisfy those obligations. None of the officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. Business Combination Agreement On November 18, 2025, the Company entered into a Business Combination Agreement by and among (i) the Company, (ii) MacMines Austasia Pty Ltd, an Australian proprietary company limited by shares (the “MacMines”), (iii) HORIZON MINING LIMITED, a Cayman Islands exempted company (“Pubco”), (iv) HORIZON MERGER 1 LIMITED, a Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”); (v) Horizon Mining SPV Pty Ltd, an Australian proprietary company limited by shares and a wholly owned subsidiary of MacMines (“Tenement SPV”); and (vi) Jincheng Yao, an individual (“Seller Representative”) (the “Merger Agreement”). Reorganization Pursuant to the Merger Agreement, prior to the Closing (as defined below), MacMines and its affiliates shall consummate a series of reorganization transactions, including: (i) MacMines and Pubco will enter into a Share Sale Agreement for the sale by MacMines of all of the issued share capital in Tenement SPV to Pubco in exchange for the issue of Pubco ordinary shares to MacMines (the “Share Sale Agreement”), and (ii) MacMines and Tenement SPV will enter into an Asset Sale Agreement for the sale by MacMines to Tenement SPV of the application for Mining Lease 700074 as lodged with the Queensland Government, Australia, on or about November 16, 2022 (the “ MLA ”) and documents and information relating exclusively and specifically to the MLA (the “Asset Sale Agreement”) (together with all other agreements, deeds, instruments or documents as may be necessary or appropriate to give effect to the Share Sale Agreement or Asset Sale Agreement as contemplated by those agreements, the “Reorganization Documents”) to implement and effect the transactions contemplated therein in a form reasonably agreed between the parties to the Merger Agreement. Upon the terms and subject to satisfaction of the conditions set forth in the Reorganization Documents, the following transactions (collectively, “Reorganization”) shall take place at a date and time agreed by the parties thereto: (x) Pubco will issue 18,000,000 Pubco ordinary shares (the “Reorganization Shares”) to MacMines in exchange for the transfer of all the issued and outstanding share capital of Tenement SPV held by MacMines to Pubco; (y) MacMines will assign, transfer, convey and sale to Tenement SPV, and Tenement SPV will acquire and receive from MacMines, all the assets, including the MLA. As a result of the Reorganization, Tenement SPV shall become the wholly-owned subsidiary of Pubco, and Pubco shall become the majority-owned subsidiary of MacMines. Merger After the consummation of the Reorganization and upon the terms and subject to satisfaction of the conditions set forth in the Merger Agreement, at a date and time agreed by the parties to the Merger Agreement (the “Closing Date”): (x) the Merger Sub will merge with and into the Company (the “Merger”, together will all other transactions contemplated under the Merger Agreement, the “MacMines Business Combination”, with the closing of the MacMines Business Combination referred as “Closing”), with the Company surviving the Merger as a wholly owned subsidiary of Pubco and the outstanding securities of the Company and Merger Sub being converted into the right to receive shares of Pubco as follows: ● Each issued and outstanding Unit and Private Placement Unit of the Company shall be automatically detached, and the holder thereof shall be deemed to hold one Class A ordinary share and one right of the Company. ● Each Class A ordinary share of the Company for which a holder has exercised its right of redemption shall be surrendered and cancelled and shall cease to exist and no consideration shall be delivered or deliverable in exchange therefor. Each of the remaining issued and outstanding Class A ordinary shares or Class B ordinary share shall be canceled and converted automatically into the right to receive one Pubco ordinary share. ● Each issued and outstanding right of the Company shall be automatically converted into the number of Pubco ordinary shares that would have been received by the holder thereof if such right of the Company had been converted upon the consummation of a Business Combination in accordance with the Company’s IPO Prospectus and Current Charter, and the rights into Class A ordinary shares of the Company. ● If there are any shares of the Company that are owned by the Company as treasury shares, such shares shall be canceled and extinguished without any conversion thereof or payment therefor, and each Merger Sub ordinary share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share, par value $ 0.0001 per share, of the surviving Company. (y) all issued and outstanding Reorganization Shares shall be automatically reclassified into Pubco ordinary shares. No fractional shares of Pubco ordinary shares will be issued by Pubco; instead, each person who would otherwise be entitled to a fractional share shall instead be entitled to the number of Pubco ordinary shares issued to such person rounded down in the aggregate to the nearest whole Pubco ordinary share. The foregoing Merger and conversion of securities shall occur all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the provisions of applicable Law. F- 9 Going Concern Consideration As of December 31, 2025, the Company had $ 187,778 cash and a working capital deficit of $ 516,767 . The Company expects to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of an initial business combination. In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in addressing this uncertainty is through the borrowing of Working Capital Loans, as defined below (see Note 5). In addition, if the Company is unable to complete an initial business combination within the Combination Deadline by June 6, 2026, unless further extended, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate an initial business combination will be successful within the Combination Deadline. As a result, management has determined that such additional condition also raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties As a result of the military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability to consummate an initial business combination, or the operations of a target business with which the Company ultimately consummates an initial business combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate an initial business combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 10 Use of Estimates The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 187,778 and $ 533,006 cash in bank as of December 31, 2025 and 2024, respectively. Cash and Investments Held in Trust Account As of December 31, 2025 and 2024, the Company had $ 90,084,477 and $ 86,518,878 in Cash and investments held in Trust Account, which are invested in money market funds which invest in U.S. Treasury securities. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage (“FDIC”) of $ 250,000 . As of December 31, 2025 and 2024, $ 0 and $ 283,006 , respectively, were over the FDIC limit. The Company has not experienced losses on these accounts. Offering Costs The Company complies with the requirements of Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — Expenses of Offering . Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the IPO and were charged to shareholders’ equity upon the completion of the IPO. Net Income Per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Remeasurement of carrying value to redemption value of redeemable ordinary shares is excluded from income (loss) per share as the redemption value approximates fair value. For the year ended December 31, 2025, the Company has not considered the effect of the Rights included in the IPO and Private Placement Units in the calculation of diluted net income (loss) per share, since the conversion of the Rights is contingent upon the occurrence of future events and the inclusion of such Rights would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the period presented. For The Year Ended For The Period From May 31, 2024 (Inception) Through December 31, 2025 December 31, 2024 Redeemable Non-Redeemable Redeemable Non-Redeemable Class A Class A and Class B Class A Class A and Class B Ordinary Ordinary Ordinary Ordinary Shares Shares Shares Shares Basic and diluted net income (loss) per ordinary share: Numerators: Allocation of net income (loss) $ 1,993,205 $ 554,747 $ ( 29,198 ) $ ( 56,113 ) Denominators: Basic and diluted weighted average shares outstanding 8,625,000 2,400,500 1,007,593 1,936,390 Basic and diluted net income (loss) per ordinary share $ 0.23 $ 0.23 $ ( 0.03 ) $ ( 0.03 ) F- 11 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. ● Level 1 — Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. ● Level 2 — Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. ● Level 3 — Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The following table presents information about the Company’s assets that are measured at fair value on December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. December 31, 2025 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Investments held in Trust Account $ 90,084,477 $ 90,084,477 $ - $ - Total $ 90,084,477 $ 90,084,477 $ - $ - December 31, 2024 Carrying Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Cash and Investments held in Trust Account $ 86,518,878 $ 86,518,878 $ - $ - Total $ 86,518,878 $ 86,518,878 $ - $ - The Rights were valued, using a calculation prepared by management which takes into consideration the probability of completion of the IPO, an implied probability of the completion of an initial business combination and a Discount for Lack of Marketability calculation. The Rights are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of an initial business combination, the probability of the initial public offering, and other risk factors. F- 12 Class A ordinary shares subject to possible redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders’ equity. In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 8,625,000 Class A ordinary shares sold as part of the Public Units in the IPO were issued with other freestanding instruments (i.e., Rights), the initial carrying value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC 470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. As of December 31, 2025 and 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table: Class A ordinary shares subject to possible redemption Balance as of May 31, 2024 (Inception) $ - Gross Proceeds 86,250,000 Proceeds allocated to Public Rights ( 1,565,438 ) Class A ordinary shares issuance cost ( 2,470,987 ) Initial measurement of carrying value to redemption value 4,036,425 Remeasurement of carrying value to redemption value 268,878 Balance as of December 31, 2024 $ 86,518,878 Remeasurement of carrying value to redemption value 3,565,599 Balance as of December 31, 2025 $ 90,084,477 Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. F- 13 The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Initial Public Offering On December 6, 2024, the Company sold 8,625,000 Units (including 1,125,000 Units issued upon the full exercise of the over-allotment option) in its IPO. Each Unit has an offering price of $ 10.00 and consists of one share of the Company’s Class A ordinary share and one right. Each right entitles the holder thereof to receive one-fifth of one Class A ordinary share upon completion of the Company’s initial business combination. The Company will not issue fractional shares. As a result, the holder must hold Rights in multiples of 5 in order to receive shares for all of their Rights upon closing of an initial business combination. Note 4 — Private Placement Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 244,250 Units at a price of $ 10.00 per Unit for an aggregate purchase price of $ 2,442,500 in the Private Placement. Each Private Placement Units was identical to the Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial business combination (except to certain permitted transferees). Note 5 — Related Party Transactions Founder shares On June 14, 2024, the Company’s CEO, Mr. William W. Snyder, the Company’s CFO, Ms. Jia Peng, and the Sponsor, Aitefund Sponsor LLC, acquired an aggregate of 1,725,000 shares of Class B ordinary shares of a par value of $ 0.0001 for an aggregate purchase price of $ 25,000 (the “founder shares”) from the Company, of which: (i) the CEO acquired 100,000 founder shares for a purchase price of $ 1,449 or approximately $ 0.014 per share; (ii) the CFO acquired 60,000 founder shares for a purchase price of $ 870 , or approximately $ 0.014 per share; and (iii) the Sponsor acquired 1,565,000 founder shares for a purchase price of $ 22,681 , or approximately $ 0.014 per share. On July 9, 2024, the Company issued an additional 431,250 Class B ordinary shares to the Sponsor, at par value, for the purchase price of $ 43 . In total, an aggregate 2,156,250 Class B ordinary shares were issued to the Sponsor and executives, at a per-share price of approximately $ 0.012 per share, including an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On December 6, 2024, the underwriters fully exercised the over-allotment option for an additional 1,125,000 Units, reducing the Class B ordinary shares subject to forfeiture to 0 . F- 14 Concurrent with the IPO, the Sponsor transferred an aggregate of 60,000 of its founder shares, or 20,000 each to its three independent directors for their board service, for nominal cash consideration, of $ 696 . The fair value of the transfer of the 60,000 founder shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”). The estimated fair value of the 60,000 founder shares totaled $ 54,450 . On December 6, 2024, the Company recognized a share-based compensation expense of $ 53,754 , net of the nominal cash consideration of $ 696 paid by the directors. The Private Placement shares are identical to the Class A ordinary shares included in the Units being sold in the IPO. However, the Company’s Insiders have agreed, pursuant to written letter agreements with the Company, (A) to vote their founder shares and Private Placement shares (as well as any Public Shares acquired in or after the IPO) in favor of any proposed initial business combination, (B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association effective at the time that would stop our Public Shareholders from redeeming their shares for cash or selling their shares to us in connection with an initial business combination or affect the substance or timing of our obligation to redeem 100 % of our Public Shares if we do not complete an initial business combination by the Combination Deadline unless we provide Public Shareholders with the opportunity to redeem their Public Shares to receive cash from the Trust Account in connection with any such vote (regardless how such shareholders vote for such amendment), (C) not to redeem any founder shares and Private Placement Shares (as well as any other shares acquired in or after the IPO) for cash from the Trust Account in connection with a shareholder vote to approve our proposed initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination) or a vote to amend the provisions of our memorandum and articles of association effective at the time relating to shareholders’ rights or pre-initial business combination activity and (D) that the founder shares and Private Placement Shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated. The Insiders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until (1) with respect to 50 % of the founder shares, the earlier of six months after the date of the consummation of the Company’s initial business combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.50 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing after the Company’s initial business combination and (2) with respect to the remaining 50 % of the founder shares, six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummate a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. The Private Placement Units (including the underlying securities) will not be transferable, assignable or saleable until the completion of the Company’s initial business combination (except to certain permitted transferees). Promissory Note — Related Party On June 14, 2024, the Sponsor has agreed to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO. Immediately before the IPO, the Company had an outstanding loan balance of $ 295,019 and the balance was repaid. There is no balance as of December 31, 2025 and 2024. Following the completion of the IPO, the Promissory Note was no longer available and replaced with the Working Capital Loans (as defined below) Working Capital Loans — Related Party In addition, in order to meet the Company’s working capital needs following the consummation of the initial public offering if the funds not held in the Trust Account are insufficient, or to extend its life, its Insiders or their affiliates/designees may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Company’s initial business combination, without interest, or, at the lender’s discretion, up to $ 3,000,000 of the notes (“Working Capital Loans”) may be converted upon consummation of the Company’s initial business combination into Working Capital Units at a price of $ 10.00 per Unit. If the Company do not complete an initial business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. As of December 31, 2025 and 2024, the Company had $ 713,500 and $ 0 borrowings under the Working Capital Loans, respectively. Due to Related Parties On June 6, 2024, the Company appointed Jia Peng as Chief Financial Officer, in addition to the current position as a member of the board of the directors. During the Term as Chief Financial Officer and a member of board of directors of the Company, Jia Peng will receive cash compensation in the amount of $ 5,000 , payable each month. As of December 31, 2025 and 2024, the Company had accrued compensation expense of $ 0 and $ 14,300 for Jia Peng, respectively. F- 15 On June 14, 2024, the Company appointed William Snyder as Chairman and Chief Executive Officer, in addition to the current position as a member of the board of the directors. During the Term as Chairman and Chief Executive Officer and a member of board of directors of the Company, William Snyder will receive cash compensation in the amount of $ 7,500 , payable each month. In addition, William Snyder also paid office expenses on behalf of the Company. As of December 31, 2025 and 2024, the Company had accrued compensation expenses for William Snyder of $ 0 and $ 18,750 , respectively, and had accrued expenses for William Snyder of $ 294 and $ 0 , respectively. Evan Graj, a Director of the Company, paid office expenses on behalf of the Company. As of December 31, 2025 and 2024, the Company had accrued expenses for Evan Graj of $ 0 and $ 470 , respectively. For the years ended December 31, 2025 and 2024, Evan paid $ 578 and $ 1,754 , respectively, on behalf of the Company for office and travel expenses. Note 6 — Commitments and Contingencies Registration Rights The holders of the founder shares, Private Placement Units (including securities contained therein) and Units (including securities contained therein) that may be issued on conversion of working capital loans or extension loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option to purchase up to an additional 1,125,000 Units solely to cover over-allotments, if any. The underwriters had exercised the over-allotment option. The underwriter was paid a cash underwriting discount of $ 0.125 per Unit, or $ 1,078,125 at the closing of the IPO. Additionally, the underwriters will be entitled to 1.0 % of gross proceeds of the IPO $ 862,500 and will be paid at the closing of the initial business combination as deferred underwriting fee. If the Company does not complete its initial business combination within the time period required by its amended and restated memorandum and articles of association effective at the time, the underwriters have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the Trust Account, and (ii) that the deferred underwriters’ discounts and commissions will be included with the funds held in the Trust Account that will be available to fund the redemption of our Public Shares. As of December 31, 2025 and 2024, deferred underwriting discounts and commissions amounted to $ 862,500 payable upon consummation of the Company’s initial business combination. Note 7 — Shareholders’ Equity Preference Share — The Company is authorized to issue 5,000,000 shares of preference share, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding. Class A Ordinary Share — The Company is authorized to issue 445,000,000 shares of Class A ordinary share with $ 0.0001 par value. As of December 31, 2025 and 2024, there were 244,250 shares of Class A ordinary share issued or outstanding, excluding 8,625,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Share — The Company is authorized to issue 50,000,000 shares of Class B ordinary share with $ 0.0001 par value. On June 14, 2024, the Company issued an aggregate of 1,725,000 founder shares to the Sponsor and executives for an aggregate purchase price of $ 25,000 . On July 9, 2024, the Company issued additional 431,250 Class B ordinary shares to the Sponsor for $ 43 . In total, an aggregate 2,156,250 Class B ordinary shares were issued to the Sponsor and executives, at a per-share price of approximately $ 0.012 per share. The Company’s Insiders will collectively own 20.0 % of the Company’s issued and outstanding shares of ordinary share after the IPO. As of December 31, 2025 and 2024, there were 2,156,250 shares of Class B ordinary share issued or outstanding. F- 16 Rights As of December 31, 2025 and 2024, there were 8,625,000 Public Rights included the public Units outstanding and 244,250 Private Placement Rights included in the Private Placement Units outstanding. Except in cases where the Company is not the surviving company in an initial business combination, each holder of a right will automatically receive one-fifth of one Class A ordinary share upon consummation of the Company’s initial business combination. In the event the Company will not be the surviving company upon completion of the Company’s initial business combination, each right will automatically be converted to receive the kind and amount of securities or properties of the surviving entity that each one-fifth of one Class A ordinary share underlying each right is entitled to upon consummation of the initial business combination subject to any dissenter rights under the applicable law. The Company will not issue fractional shares in connection with a conversion of Rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Companies Act and any other applicable Cayman Islands law. As a result, you must hold Rights in multiples of five in order to receive shares for all of your Class A ordinary shares underlying the Rights upon closing of an initial business combination. If the Company is unable to complete an initial business combination within the required time period and the Company redeem the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless. The Company shall reserve such amount of its profits or share premium in order to pay up the par value of each share issuable in respect of the Rights. Note 8 — Segment Information ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the key metric, which include the following: For the Period From May 31, 2024 For the Year Ended (Inception) Through December 31, December 31, 2025 2024 Professional fees incurred in connection with potential business combination $ ( 318,514 ) $ - Other formation and operating costs ( 699,133 ) ( 354,189 ) Interest and dividend income on cash and investments held in Trust Account 3,565,599 268,878 Net income (loss) $ 2,547,952 $ ( 85,311 ) The key measures of segment profit or loss reviewed by our CODM are interest and dividend income on cash and investments held in Trust Account and formation and operating costs. The CODM reviews interest and dividend income on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of cash and investments with the Trust Account funds while maintaining compliance with the trust agreement. Within formation and operating costs, the CODM specifically reviews professional fees incurred in connection with potential business combination, which are a significant segment expense, and include legal fees and advisory fees, as these represent significant costs affecting the Company’s consummation of potential business combination. Other formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination within the initial business Combination Deadline. The CODM also reviews other formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Note 9 — Subsequent Events On February 26, 2026, the Sponsor has agreed to loan the Company up to $ 500,000 (the “Second Promissory Note”) to be used for working capital of the Company. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the date on which the Company consummates its initial business combination or (2) the date on which the Company liquidates and dissolves. The Sponsor, as the payee, has the right, but not the obligation, to convert the note, in whole or in part, into Private Placement Units of the Company, that are identical to the Private Placement Units issued by the Company in the Private Placement consummated simultaneously with the Company’s IPO, subject to certain exceptions, as described in the IPO Prospectus, by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Initial Business Combination. The number of Private Placement Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 . Other than the foregoing, the Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these financial statements were issued. Based on this review, the Company did not identify any subsequent events that would require adjustment or disclosure in the financial statements. F- 17 EXHIBIT INDEX Exhibit Description 1.1 Underwriting Agreement, dated December 4, 2024, by and between the Registrant and the Representative. (1) 2.1 Business Combination Agreement, dated November 18, 2025, by and among the Registrant, MacMines Austasia Pty Ltd., Horizon Mining Limited, Horizon Merger 1 Limited, Horizon Mining SPV Pty ltd and Jincheng Yao. (4) 3.1 Memorandum and Articles of Association. (2) 3.2 Amended and restated memorandum and articles of association. (2) 3.3 Second Amended and restated memorandum and articles of association. (3) 3.4* Fourth Amended and restated memorandum and articles of association. 4.1 Specimen Unit Certificate(2) 4.2 Specimen Class A Ordinary Share Certificate(2) 4.3 Specimen Rights Certificate(2) 4.4 Rights Agreement, dated December 4, 2024, between the Registrant and Vstock, as rights agent. (1) 4.5 Description of Securities. (3) 10.1 Promissory Note, issued by the Registrant to the Sponsor, dated as of June 14, 2024. (2) 10.2 PIPE Unit Subscription Agreement dated December 4, 2024, between the Registrant and the Sponsor. (1) 10.3 Securities Transfer Agreement, dated December 4, 2024, between the Registrant, the Sponsor, and certain directors of the Company(1) 10.4 Investment Management Trust Agreement, dated December 4, 2024, between the Registrant and Wilmington Trust, N.A., as trustee. (1) 10.5 Registration Rights Agreement, dated December 4, 2024, between the Registrant, the Sponsor, and the Representative. (1) 10.6 Letter Agreement, dated December 4, 2024, among the Registrant, the Sponsor, and officers and directors of the Company. (1) 10.7 Indemnity Agreement, dated December 4, 2024, between the Registrant and the officers and directors of the Registrant. (1) 10.8 Subscription Agreement by and among the Registrant and the CEO, dated as of June 14, 2024, for the founder shares. (2) 10.9 Subscription Agreement by and among the Registrant and the CFO, dated as of June 14, 2024, for the founder shares. (2) 10.10 Subscription Agreement by and among the Registrant and the Sponsor, dated as of June 14, 2024, for the founder shares. (2) 10.11 Offer Letter, between the Registrant and the CEO and Chairman, dated as of June 14, 2024. (2) 10.12 Offer Letter, between the Registrant and the CFO, dated as of June 14, 2024. (2) 10.13 Seller Lock-Up Agreement, dated November 18, 2025, by and among the Registrant, Horizon Mining Limited, Jincheng Yao, and MacMines Austasia Pty Ltd. (4) 10.14 Seller Support Agreement, dated November 18, 2025, by and between the Registrant and MacMines Austasia Pty Ltd. (4) 10.15 Sponsor Support Agreement, dated November 18, 2025, by and among the Registrant, MacMines Austasia Pty Ltd and Aitefund Sponsor LLC. (4) 14.1 Code of Ethics (2) 19.1 Insider Trading Policy. (3) 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial and Accounting Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 32.2** Certification of Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Clawback Policy of the Registrant. (3) 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Filed herewith ** Furnished herewith *** Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Pantages Capital Acquisition Corporation agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. (1) Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on December 9, 2024 (File No. 001-42425). (2) Filed as an exhibit to the Registration Statement on Form S-1 filed with the SEC on July 24, 2024 (File No. 333-280986). (3) Filed as an exhibit to the Annual Report on Form 10-K filed with the SEC on March 27, 2025 (File No. 001-42425). (4) Filed as an exhibit to the Current Report on Form 8-K filed with the SEC on November 24, 2025 (File No. 001-42425). 32 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 6, 2026 PANTAGES CAPITAL ACQUISITION CORPORATION By: /s/ William W. Snyder Name: William W. Snyder Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Name Position Date /s/ William W. Snyder Chairman of the Board of Directors and Chief Executive Officer March 6, 2026 William W. Snyder (Principal Executive Officer) /s/ Jia Peng Director and Chief Financial Officer March 6, 2026 Jia Peng (Principal Financial and Accounting Officer) /s/ Stephen Markscheid Director March 6, 2026 Stephen Markscheid /s/ Evan M. Graj Director March 6, 2026 Evan M. Graj /s/ Wee Peng Siong Director March 6, 2026 Wee Peng Siong 33